UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
December 21,
2009
Date of
Report (Date of earliest event reported)
MACROSHARES
HOUSING DEPOSITOR, LLC
(Depositor)
(Exact
name of registrant as specified in its charter)
MacroShares
Major Metro Housing Down Trust
(Issuers
with respect to the Offered Securities)
Delaware
(State
or other jurisdiction of incorporation or organization of
registrant)
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333-151523
(Commission
File
Number)
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26-1501411
(I.R.S.
Employer
Identification
No.)
|
73
Green Tree Drive #9
Dover,
DE 19904
(Address
of principal executive offices)
(888)
MACROS1
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
On
December 21, 2009, a termination trigger occurred under the trust agreement for
the MacroShares Major Metro Housing Down Shares (the "
Down
MacroShares
"). Pursuant to
Section 11.1(a)(xiii)
of the trust agreement for the Down MacroShares, a termination trigger will
occur if the amount of cash and treasuries on deposit in the MacroShares Major
Metro Housing Down Trust (the “
Down Trust
”) or the
MacroShares Major Metro Housing Up Trust (the “Up
Trust
,” and together
with the Up Trust,” the “
Paired Trusts
”) is
less than fifty (50) million dollars on any business day and MacroShares Housing
Depositor, LLC (the “
Depositor
”) elects,
in its discretion, to terminate the Paired Trusts. The amount of cash
and treasuries on deposit in the Down Trust on December 21, 2009 was
$10,587,338.08 and the amount of cash and treasuries on deposit on that same
date in the Up Trust was $10,587,338.08. The Depositor has elected,
in its discretion, to terminate the Paired Trusts.
The trust
agreement provides that, following the occurrence of a termination trigger, the
next scheduled distribution date will be an "
Early Termination
Date
" on which all outstanding Down MacroShares will be redeemed at their
Per Share Underlying Value (as defined in the trust agreement) as of the last
Index Publication Day preceding such Early Termination Date. An
"
Index Publication
Day
" is the Business Day in each month on which the Index is calculated
and published by the Reference Index Provider.
The next
scheduled distribution date for the Down MacroShares is December 29, 2009, which
will be the Early Termination Date. The last day of trading for the
Down MacroShares on NYSE Arca will be December 28, 2009.
On
January 6, 2010,
a
final distribution will be made on the Down MacroShares to the holders of record
of those shares as of December 31, 2009. This final distribution will
be based on the underlying value of the Down MacroShares Trust. The
underlying value of the trust will be determined based on the November 24, 2009
release of the Reference Value of the S&P/Case-Shiller Composite-10 Home
Price Index.
Authorized
Participants may continue to direct paired issuances of Down MacroShares until
December 28, 2009. In accordance with the trust agreement, paired
optional redemptions will only be permitted if, after the redemption, the assets
of the Down Trust do not fall below ten (10) million dollars.
From
December 22, 2009 until the last trading date on December 28, 2009, the full
amount of all incremental trust expenses of the Down Trust resulting from the
Early Termination will be allocated to the Down MacroShares. This
action will result in the reduction in the underlying value of each Down
MacroShare of approximately $0.85 to $0.90 per share above the impact on
underlying value of daily expense accruals in effect prior to December 21,
2009.
Attached
here as Appendix A is the press release issued by the Depositor announcing the
occurrence of the termination trigger.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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MACROSHARES
HOUSING DEPOSITOR, LLC
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|
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By:
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/s/
Samuel Masucci, III
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Name: Samuel
Masucci, III
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Title: Chief
Executive Officer
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Date: December
21, 2009
For
Release – Monday, December 21st at 4:30pm
MacroShares
Major Metro Housing reaches an early termination trigger
December
21, 2009 Madison, NJ – Today MacroShares Housing Depositor announced the
termination of the MacroShares Major Metro Housing Up Trust (UMM) and
MacroShares Major Metro Housing Down Trust (DMM) due to assets on deposit being
less than $50 Million.
Their respective
registration statements provide for a termination when “the amount of cash and
treasuries on deposit in the Up Trust and/or Down Trust is less than fifty (50)
million dollars per trust on any business day and we elect, in our discretion,
to terminate the paired trusts.”
UMM and
DMM will continue to trade on NYSE Arca until the closing of the last day of
trading, which will be December 28, 2009. On January 6, 2010, a final
distribution payment will be made to the UMM and DMM shareholders of record as
of December 31st based on the underlying value of the Up and Down MacroShares
Trusts. The underlying value of the trusts will be determined based on the
November 24, 2009 release of the Reference Value of the S&P/Case-Shiller
Composite-10 Home Price Index.
MacroShares
Housing Depositor, estimates that early termination expenses for UMM
and DMM in connection with the early termination of the MacroShares Major Metro
Housing Trusts, will range from $0.85 to $0.90 per share, based on 430,000
shares of each Trust currently outstanding. These early termination
expenses, along with regular ongoing daily expenses shall be accrued ratably,
commencing December 22nd
h
, through
December 28
th
, the
last day on which shares of each Trust will trade.
Contacts:
For
general inquires, please contact 888-Macros1
For press
inquiries, please contact Diane Masucci at 973-889-1973 x 103
MacroShares
Housing Depositor, LLC is a Delaware limited liability company and is acting as
the depositor for the MacroShares Major Metro Housing Up and Down trusts. A
registration statement (including the prospectus) is on file with the Securities
and Exchange Commission (SEC) for the offering to which this communication
relates. Before you invest, you should read the prospectus in the registration
statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get copies of
these documents for free by visiting EDGAR on the SEC website at
www.sec.gov
.
Alternatively,
MacroShares Housing Depositor, LLC, any underwriter or dealer participating in
the offering will arrange to send you the prospectus if you request by calling
toll-free (888) Macros1 extension 200. You may also request a copy of the
prospectus by accessing the MacroShares website at
www.MacroShares.com
.
MacroMarkets
LLC is the Administrative Agent and its subsidiary, Macro Financial, LLC, is
the
marketing
agent for the MacroShares Trusts. Macro Financial is registered with the SEC as
a broker-dealer and is a member of the Financial Industry Regulatory
Authority.
Important
Risks
This
Information does not represent an offer to sell securities of the MacroShares
Trusts and it is not soliciting an offer to buy securities of these Trusts.
There can be no assurance that the Trusts will achieve their investment
objectives. An investment in a MacroShare Trust involves significant risks,
including the risk of loss of substantially all of your investment. There is no
guarantee as to the amount of any quarterly distribution or the amount of the
final distribution to shareholders. You should review the risk factors in the
prospectus prior to investing in a Trust. The Trusts continuously offer shares
through Authorized Participants. There is no guarantee that a market for any
MacroShares will continue after this announcement. Fluctuations in the
underlying value of the Trusts and other factors may affect the market price of
your MacroShares investment. An investment in a MacroShares will not resemble a
direct investment in the asset being tracked. The price of the asset being
tracked by the Trust may be volatile. It may be difficult to predict whether in
the long-term the price of the asset being tracked will reflect a generally
upward or downward trend. There are risks associated with investing in a product
linked to a benchmark. A substitute price may be used as the reference price of
the benchmark asset.
MacroMarkets
LLC and their respective affiliates do not provide tax advice. Investors are
urged
to
consult their tax advisor to fully understand the tax implications associated
with any investment in any Trust. Investors are hereby notified
that:
(A) any
discussion of federal tax issues in this press release is not intended or
written to be
relied
upon, and cannot be relied upon by investors for the purpose of avoiding
penalties that may be imposed on investors under the Internal Revenue
Code;
(B) such
discussion is being used in connection with the promotion or marketing by
MacroShares Housing Depositor, LLC and the Trusts of the transactions or matters
addressed herein; and
(C)
investors should seek advice based on their particular circumstances from an
independent tax advisor.
Additional
Information about MacroShares Major Metro Housing Trusts can be found at
www.MacroShares.com
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